Lapsing Forfeiture Right. In the event that for any reason (i) the Participant is no longer an employee, director or consultant of the Company or an Affiliate (such event being the “Termination”) prior to achievement of a performance goal listed below; or (ii) the Company does not achieve a performance goal set forth below by the fifth (5th) anniversary of the Grant Date (the “Performance End Date”), the Participant (or the Participant’s Survivor) shall, on the date of Termination or the Performance End Date, as applicable, immediately forfeit to the Company (or its designee) the number of Granted Shares which have not yet lapsed as set forth below (the “Lapsing Forfeiture Right”). The Lapsing Forfeiture Right shall lapse with respect to one-third of the Granted Shares upon achievement of each of the performance goals prior to the date of Termination or the Performance End Date, as applicable. The foregoing notwithstanding, if a performance goal is achieved prior to the first anniversary of the Grant Date, then the Lapsing Forfeiture Right as to the one-third of the Granted Shares applicable to such performance goal shall not lapse until the first anniversary of the Grant Date, and if a Termination occurs prior to such one-year anniversary, the Granted Shares shall be forfeited to the Company as if the performance goal had not been achieved as of the Termination date; provided, however, that if such Termination occurs due to the Participant’s death or Disability (as defined in the Plan), or there occurs a Change of Control (as defined in the Plan) prior to the first anniversary of the Grant Date, the Granted Shares applicable to such performance goal shall not be forfeited to the Company, and Lapsing Forfeiture Right with respect to such Granted Shares shall lapse as of such Termination date or immediately prior to the Change of Control transaction. The Company’s Lapsing Forfeiture Right shall lapse as to one-third of the Granted Shares upon achievement of each of the following performance goals prior to the Performance End Date (or earlier upon a Termination): · Mirvetuximab soravtansine (“IMGN853”) meeting its primary endpoint in a registration trial; i.e., a clinical trial designed to (A) ascertain efficacy and safety of IMGN853 that is needed to evaluate the overall benefit-risk relationship of the drug and to provide an adequate basis for physician labeling and (B) support the preparation and submission of a biologics license application (“BLA”) for the indication under invest...
Lapsing Forfeiture Right. In the event that for any reason the Participant is no longer serving as an Employee, director or Consultant of the Company or an Affiliate of the Company prior to , 20 (the “Termination”), the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Forfeiture Right”) except as otherwise set forth in Section 2.1(b) and Section 2.1(g). The Company’s Lapsing Forfeiture Right is as follows: [Insert Lapsing Forfeiture Right (vesting schedule)]
Lapsing Forfeiture Right. Except as otherwise set forth in Sections 2(b),(c) and (d) below, in the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate (such event being the “Termination”) prior to __________________, the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Forfeiture Right”). The Company’s Lapsing Forfeiture Right is as follows:
(i) If the Participant’s Termination is prior to [the first anniversary of the Grant Date], all of the Granted Shares shall be forfeited to the Company.
(ii) If the Participant’s Termination is on or after [the first anniversary of the Grant Date] but prior to _______________, __% of the Granted Shares shall be forfeited to the Company (rounded up to the next highest whole number of shares). [Continue from (ii) for additional vesting periods.]
Lapsing Forfeiture Right. The Company’s Lapsing Forfeiture Right is as follows: .
Lapsing Forfeiture Right. In the event that for any reason the Participant is no longer a director of the Company (such cessation of service, a “Termination”) prior to the day immediately preceding the first annual meeting of the Company’s stockholders after the Grant Date (the “Final Vesting Date”), the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Forfeiture Right”). The Company’s Lapsing Forfeiture Right is as follows:
(i) If the Participant’s Termination is prior to the three-month anniversary of the Grant Date, all of the Granted Shares shall be forfeited to the Company.
(ii) If the Participant’s Termination is on or after the three-month anniversary of the Grant Date but prior to the six-month anniversary of the Grant Date, twenty-five percent (25%) of the Granted Shares shall no longer be subject to the Lapsing Forfeiture Right.
(iii) If the Participant’s Termination is on or after the six-month anniversary of the Grant Date but prior to the nine-month anniversary of the Grant Date, fifty percent (50%) of the Granted Shares shall no longer be subject to the Lapsing Forfeiture Right.
(iv) If the Participant’s Termination is on or after the nine-month anniversary of the Grant Date but prior to the Final Vesting Date, seventy-five percent (75%) of the Granted Shares shall no longer be subject to the Lapsing Forfeiture Right.
(v) If the Participant’s Termination is on or after the Final Vesting Date, none of the Granted Shares shall remain subject to the Lapsing Forfeiture Right. Notwithstanding the foregoing provisions of this Subsection 2.1(a), the Compensation and HR Committee of the Board shall have the authority, in its sole discretion, to accelerate the vesting of all or any portion of the Granted Shares subject to the Lapsing Forfeiture Right upon the Participant’s Termination at any time prior to the Final Vesting Date in accordance with Section 3 of the Director Compensation Plan.
Lapsing Forfeiture Right. Except as set forth in Subsections 2.1(b), (c), and (d) hereof, in the event that for any reason the Participant is no longer an Employee, Director or Consultant of the Company or an Affiliate (the “Termination”) prior to [INSERT THE DATE OF THE END OF THE VESTING PERIOD], the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares that are then unvested in accordance with the schedule set forth below (the “Lapsing Forfeiture Right”):
(i) If the Participant’s Termination is prior to the one-year anniversary of the Grant Date, all of the Granted Shares shall be forfeited to the Company.
(ii) If the Participant’s Termination is on or after the one-year anniversary of the Grant Date, but prior to [ , 20 ], [ ]% of the Granted Shares shall be forfeited to the Company (rounded up to the next highest whole number of shares).
Lapsing Forfeiture Right. In the event that for any reason the Participant is no longer an employee, director or consultant of the Company or an Affiliate (such event being the “Termination”) prior to , the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Forfeiture Right”). The Company’s Lapsing Forfeiture Right is as follows:
(1) Consider statutory minimum purchase price per share, if applicable (e.g., Delaware requires at least par value).
(i) If the Participant’s Termination is prior to [the first anniversary of the Grant Date], all of the Granted Shares shall be forfeited to the Company.
(ii) If the Participant’s Termination is on or after [the first anniversary of the Grant Date] but prior to , % of the Granted Shares shall be forfeited to the Company.
Lapsing Forfeiture Right. In the event that for any reason the Non-Employee Director is no longer a director of the Company or of an Affiliate prior to ____________ (the "Termination"), the Non-Employee Director (or the Non-Employee Director's Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the "Lapsing Forfeiture Right") except as otherwise set forth in Section 2.1(b). The Company's Lapsing Forfeiture Right is as follows:
(i) If the Non-Employee Director's Termination is prior to September 30, 200_, all of the Granted Shares shall be forfeited to the Company. On September 30, 200_, if the Non-Employee Director remains a director of the Company or of an Affiliate, the Lapsing Forfeiture Right as to [25%] of the Granted Shares shall terminate and the Non-Employee Director's ownership of [25%] of the Granted Shares shall be vested as of such date.
(ii) If the Non-Employee Director's Termination is on or after September 30 200_ but prior to December 31, 200_, [75%] of the Granted Shares shall be forfeited to the Company. On December 31, 200_, if the Non-Employee Director remains a director of the Company or of an Affiliate, the Lapsing Forfeiture Right as to an additional [25%] of the Granted Shares shall terminate and the Non-Employee Director's ownership of [50%] of the Granted Shares shall be vested as of such date.
(iii) If the Non-Employee Director's Termination is on or after December 31, 200_ but prior to March 31, 200_, [50%] of the Granted Shares shall be forfeited to the Company. On March 31, 200_, if the Non-Employee Director remains a director of the Company or of an Affiliate, the Lapsing Forfeiture Right as to an additional [25%] of the Granted Shares shall terminate and the Non-Employee Director's ownership of [75%] of the Granted Shares shall be vested as of such date.
(iv) If the Non-Employee Director's Termination is on or after March 31, 200_ but prior to June 30, 200_, [25%] of the Granted Shares shall be forfeited to the Company. On June 30, 200_, if the Non-Employee Director remains a director of the Company or of an Affiliate, the Lapsing Forfeiture Right as to the remaining [25%] of the Granted Shares shall terminate and the Non-Employee Director's ownership of all of the Granted Shares shall be vested as of such date. Notwithstanding the foregoing, in the event of termination of service of the Non-Employee Direc...
Lapsing Forfeiture Right. In the event that for any reason the Participant is no longer an employee of the Company or an Affiliate prior to (the “Termination”), the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Forfeiture Right”). The Company’s Lapsing Forfeiture Right is as follows:
(i) If the Participant’s Termination is prior to [the first anniversary of the Grant Date], all of the Granted Shares shall be forfeited to the Company.
(ii) If the Participant’s Termination is on or after [the first anniversary of the Grant Date], but prior to , % of the Granted Shares shall be forfeited to the Company (rounded up to the next highest whole number of shares), provided that % of the Granted Shares shall no longer be subject to the Lapsing Forfeiture Right on the 1st of each quarter after and until .
Lapsing Forfeiture Right. In the event that for any reason the Participant is no longer an employee, director or Consultant of the Company or an Affiliate prior to [last date any shares shall be forfeited to the Company] (the “Termination”), the Participant (or the Participant’s Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the “Lapsing Forfeiture Right”). The Company’s Lapsing Forfeiture Right is as follows:
(i) If the Participant’s Termination is prior to [the first anniversary of the Grant Date], all of the Granted Shares shall be forfeited to the Company.
(ii) If the Participant’s Termination is on or after [the first anniversary of the Grant Date] but prior to [date], [__]% of the Granted Shares shall be forfeited to the Company (rounded up to the next highest whole number of shares).
